李勍/文 对于当下处于转型关键期的中国企业而言，如何突破传统发展模式的局限，实现从成本领先模式到技术领先模式 的蜕变，已是亟待解决的问题。丹纳赫集团，这家在全球并购版图中熠熠生辉的企业，其发展历程宛如一部教科 书，为中国企业提供了极具价值的借鉴。丹纳赫集团的并购活动持续了40多年，一直保持着低调与神秘，今天终 于有亲历者帮我们揭开丹纳赫集团这家"并购之王"的神秘面纱，让我们一睹顶尖并购活动的真相。 丹纳赫集团不仅通过400多次并购扩大了商业规模，还通过管理赋能显著地提升了企业毛利率，再通过产业重组最 终聚焦在高毛利率的新兴技术领域，从成本领先模式升级到了同时具备成本领先和技术领先优势的最佳模式。并 购扩大业务规模，管理提升经营绩效，重组聚焦新兴技术，这种"做强做优做大"的三部曲，正是现阶段中国企业 需要学习借鉴的。 从成本领先到技术领先的华丽转身 丹纳赫集团在发展初期，把目光投向了一些低毛利率的企业。这些企业往往在市场中挣扎求存，面临着成本高、 效率低等问题。丹纳赫集团凭借其独特的并购眼光，将它们纳入麾下。随后，丹纳赫商业系统（Danaher Business System，DBS）发挥了关键作用。DBS是一 ...

Core Viewpoint - The article discusses the complexities and challenges of mergers and acquisitions, using the example of the acquisition of Qingdao Kekai Electronics Research Institute by Silin Jie (688115.SH), highlighting the significant valuation discrepancies and the implications of high goodwill on the acquiring company [3][4][41]. Group 1: Company Overview - Silin Jie, listed on the Sci-Tech Innovation Board in 2022, specializes in industrial automation testing instruments, with embedded intelligent instrument modules contributing over 50% of its revenue [5][6]. - Kekai Electronics is a military enterprise focused on high-reliability microcircuit modules, with applications in various military fields [9][11]. Group 2: Financial Performance - Silin Jie experienced a 30% revenue decline in 2023, with projected revenue of only 185 million in 2024, indicating a challenging financial environment [17][19]. - Kekai Electronics' revenue dropped from 308 million in 2024 to 164 million, with net profit decreasing from 167 million to 100 million, reflecting a decline of over 40% [21][22]. Group 3: Acquisition Details - The acquisition involves a significant valuation gap, with Silin Jie valued at 1.433 billion and Kekai Electronics at 2.93 billion prior to the deal, highlighting a nearly fourfold difference in valuations [24]. - The acquisition price is set at 1.42 billion, with 563 million paid in shares, leading to a dilution of Silin Jie's controlling shareholder's stake from 36.8% to 24.5% [31][32]. Group 4: Goodwill and Risks - The acquisition will result in a high goodwill of 732 million, which constitutes 21.7% of Silin Jie's total assets as of the end of 2024, raising concerns about the sustainability of this goodwill [41]. - The article notes that the acquisition's success hinges on the approval from regulatory bodies, given the high goodwill and the challenges faced by Kekai Electronics [37][41].

Financial Data and Key Metrics Changes - The company achieved record high EBITDA of $106 million in Q2 2025, with a last twelve months EBITDA of $344 million, benefiting from stable cash costs and higher gold prices [7][31] - Net revenues increased to $190 million in Q2 2025, reflecting a significant rise due to increased production and gold prices [31] - Net profit for the quarter was reported at $8 million, with adjusted net income reaching $37 million [9][33] Business Line Data and Key Metrics Changes - Gold equivalent production for Q2 was 64,000 ounces, an increase from 60,000 ounces in Q1 2025, and consistent with the same period last year [6][19] - Copper production contributed approximately 20% to revenues, with adjustments made for gold equivalent calculations based on copper sales [7][8] - The adjusted EBITDA contributions from various business units included Aranzazoo and Minos at $36 million and $34 million respectively, while Almas contributed $25 million [35] Market Data and Key Metrics Changes - The average gold price for the last twelve months was approximately $2,800, with current prices hovering around $3,400, indicating potential for further EBITDA improvement [7][31] - The company is experiencing stable all-in sustaining cash costs at BRL $1,449 million, consistent with previous quarters and last year when adjusted for constant prices [22][24] Company Strategy and Development Direction - The company is focused on three strategic avenues: delivering greenfield projects on time and budget, increasing exploration investments, and pursuing M&A opportunities [15][96] - Recent acquisitions include Bluestone and MSG, with plans to ramp up production at Borborema and Herradorada, expected to contribute significantly to future output [10][12] - The company aims to improve its market multiple by increasing production and addressing trading volume through its NASDAQ listing [13][100] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about production increases in the second half of the year, particularly with Borborema expected to reach commercial production by September [11][73] - The company is actively engaging with local communities and authorities in Guatemala to ensure smooth project development [44][47] - Management highlighted the importance of maintaining safety standards, with over 1,000 days without lost time incidents during construction [17] Other Important Information - The company announced a dividend of $0.33 per share, resulting in a last twelve months dividend yield of 7.4% [16] - The IPO on NASDAQ is seen as a strategic move to enhance liquidity and market presence [14][96] Q&A Session Summary Question: What is the timeline for the final investment decision between Matupa and Guatemala? - Management expects to make a decision by the end of the year, contingent on social licensing progress in Guatemala [44][49] Question: What are the first impressions from site visits to MSG and opportunities for improvement? - Initial assessments indicate potential for increased production and reduced costs through equipment upgrades and operational efficiencies [46][50] Question: Is there space for additional M&A given the stronger cash position? - The company remains open to M&A opportunities while focusing on current projects, with a cautious approach to ensure accretive acquisitions [54][60] Question: What is the expected production and sales level for Borborema in Q3 and Q4? - The company anticipates reaching around 80% capacity by September, with plans to achieve full capacity by the end of the year [71][73] Question: What is the cash impact from gold hedges in the coming quarters? - The company has hedged approximately 80% of projected production from Borborema, with varying impacts expected in the second semester [72][78]

Core Viewpoint - Despite macroeconomic headwinds, the M&A market continues to show resilience, with a significant increase in global M&A transaction volume in the first half of 2025, up by 29% year-on-year [1] Group 1: M&A Activity Trends - In the first half of 2025, the number of mega-deals (transactions over $10 billion) reached a historical high, driven by corporate focus on long-term growth and increased confidence from CEOs in operational investments and strategic mergers [2] - The Asia-Pacific region saw a notable increase in mega-deal activity, with transactions between $1 billion and $5 billion rising by 57% year-on-year, while the Americas and Europe, the Middle East, and Africa experienced increases of 42% and 9%, respectively [3] Group 2: Financial Institutions and Investment Behavior - Financial investment institutions are actively deploying capital, showing a cautious yet progressive investment approach amid macroeconomic uncertainties [4] - The role of financial investment institutions in supporting corporate development is becoming increasingly critical, with sustained high demand for key assets [5] Group 3: Corporate Strategies for Value Creation - Corporate spin-offs and organizational streamlining are essential strategies for unlocking shareholder value, particularly in a favorable interest rate environment and recovering stock markets [6] - In response to de-globalization trends, companies are simplifying their structures to mitigate risks and enhance value, with geopolitical tensions and regional regulatory differences driving businesses to reorganize by region [7] Group 4: Regional M&A Dynamics - The Asia-Pacific region is experiencing a dual acceleration in both cross-border and local M&A activities, as companies seek to diversify revenue sources and expand into high-growth emerging markets [8]

21世纪经济报道记者 申俊涵 北京报道 7月29日，"并购破局：存量时代的投退博弈"闭门研讨会在北京成功举办。现场，来自政府投资基金、 产业资本、GP/LP及中介机构的50余位嘉宾齐聚一堂，围绕并购市场的政策趋势、机遇与挑战，并购投 资的交易实践等话题，展开精彩分享和深度讨论。 会上，爱尔眼科董事、副总经理兼董事会秘书吴士君分享了爱尔眼科的并购实践经验。据了解，爱尔眼 科从2009年前后开始做并购，公司现有医疗机构中约半数是收购整合而来。同时，公司的并购标的分布 广泛，不仅涉及国内近30个省区，还包括在海外进行国际化并购。 如何对标的项目进行估值？据了解，市场中有市盈率、市净率、市销率、参考样本定价等各种各样的估 值方法。爱尔眼科会把现有的方法综合运用，再结合项目的具体情况，形成对项目的合理估值。值得注 意的是，在财务性收购中，主要关注项目本身的估值。但在战略性收购中，更要考虑到收购后对标的内 涵价值的增值成长。 吴士君回忆了爱尔眼科第一次做收购的情形：当时，那家医疗机构由两位著名的眼科医生创办，机构的 年收入为五六百万，并且连续多年增长不大。这笔收购从市盈率角度看估值并不低，最终，爱尔眼科还 是以双方满意的 ...

Financial Data and Key Metrics Changes - Consolidated reported sales growth was 3% or flat organic, with adjusted earnings per share at $1.93, exceeding original expectations [5][6] - Gross margins were pressured at 46.6%, down 170 basis points year over year, primarily due to foreign currency headwinds and inflation [19][20] - GAAP operating margin was 18.1%, with adjusted operating margin at 21.4%, down 200 basis points from the previous year [20] Business Line Data and Key Metrics Changes - Detection experienced mid single-digit organic growth driven by fixed and portable gas detection, growing 6% organically [8][10] - Fire Service organic sales declined mid single digits year over year, impacted by market dynamics surrounding NFPA standard changes [8][9] - Industrial PPE organic sales were down low single digits, with growth in fall protection offsetting declines in head protection and ballistic helmets [10][21] Market Data and Key Metrics Changes - In the Americas segment, sales increased 2% year over year, with double-digit growth in detection offset by declines in fire service and industrial PPE [21] - The International segment saw a 4% increase in sales on a reported basis, but a 4% decline on an organic basis due to lower volumes in fire service and detection [22] Company Strategy and Development Direction - The company continues to focus on its Accelerate strategy, emphasizing long-term value creation through organic growth, M&A, and cash returns to shareholders [10][13] - The acquisition of M and C Tech Group is expected to enhance fixed gas offerings and expand the total addressable market by $500 million [15][16] - The company is committed to investing in R&D to support new product development, with a focus on industrial safety technology [14][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the resilience of the business and its ability to navigate macro uncertainties, maintaining a low single-digit full-year organic growth outlook [25][26] - The timing of NFPA approval and AFG funding release will significantly impact fire service execution in the second half [26][60] - Management expects interest expense to be approximately $29 million to $32 million, including the acquisition [27] Other Important Information - Free cash flow was $38 million, representing 60% of earnings, with quarterly operating cash flow increasing more than 25% from the previous year [22][23] - The company returned over $50 million to shareholders through stock repurchases and dividends, marking the 55th consecutive year of increased annual dividends [17][24] Q&A Session Summary Question: Can you break out and quantify the growth between fixed gas, non-connected portables, and connected portables in the quarter? - Management indicated strong performance in detection, particularly in fixed gas and MSA Plus connected portables, with most growth coming from MSA Plus [32][36] Question: How have customers responded to pricing actions and what was the magnitude of those actions? - Management noted that pricing actions were taken to mitigate inflation and tariff impacts, with customers generally accepting these increases [45][48] Question: What percentage of the current pipeline consists of customers committed to purchasing before the new standard? - Management refrained from disclosing specific percentages but indicated a solid pipeline and readiness for both current and future customer needs [50][52] Question: What is the timing and disbursement of AFG funding? - Management confirmed that AFG funding is approved and expected to begin releasing in August [58] Question: How does the company view fourth-quarter seasonality? - Management expects the fourth quarter to remain strong, consistent with historical performance [60] Question: What elements of timing are being monitored around the new NFPA standard? - Management highlighted key milestones in the government approval process, with expectations for approval between now and early 2026 [74][78] Question: Is M and C Tech Group accretive to margins? - Management stated that M and C's margins are similar to MSA's overall margins, thus neutral on margins but accretive to EPS [86]

Group 1 - KKR is acquiring UK instrument giant Spectris for £4.2 billion, with a total enterprise value of £4.8 billion (approximately $6.4 billion) [1] - Spectris accepted KKR's offer of £41.75 per share, withdrawing support for Advent's previous offer of £41 per share [1] - Following the announcement, Spectris's stock rose by 1.7% in early trading [1] Group 2 - The acquisition battle for Spectris reflects a broader trend of increasing merger and acquisition activity in the European market, signaling positive changes [3] - The competition between private equity firms for Spectris has been ongoing for over a month, starting with Advent's initial bid in June [4] - The interest in high-quality UK assets is driven by relatively low valuation levels and a stable market environment, attracting international buyers [4] Group 3 - Despite challenges from U.S. tariff policies earlier in the year, the pace of acquisitions for UK companies has noticeably accelerated [4] - According to Dealogic, the global M&A market has rebounded strongly, with total transaction value reaching $2.6 trillion in the first seven months of the year, the highest since the peak during the pandemic in 2021 [4]

21世纪经济报道 实习生 张长荣 记者 崔文静 北京报道腾讯音乐并购喜马拉雅、安踏并购狼爪、KKR收 购大窑、高瓴竞购星巴克……并购案例频发。近年来，并购领域政策暖风频吹，从新"国九条"明确鼓励 并购重组，到证监会"并购六条"深化市场化改革，共同推动并购市场热潮涌动。 7月29日，"并购破局：存量时代的投退博弈"闭门研讨会在北京成功举办。活动现场，来自政府投资基 金、产业资本、GP/LP及中介机构的50余位嘉宾齐聚一堂，围绕并购市场的政策趋势、机遇与挑战，并 购投资的交易实践等话题，展开精彩分享和深度讨论。 在圆桌讨论环节，来自政府投资基金、产业资本、市场化创投机构与中介机构的代表，就并购市场的机 遇与难点、并购策略的实践思考等话题开展讨论与交流。 并购或为唯一"确定性"机会 当前并购领域前景广阔，甚至被业内视为一级市场未来十年最具确定性的增长点。 一方面，政策引导作用显著。宏观层面有国家战略支持；中观层面则有证监会、工信部、国资委、国家 发展改革委等部委的政策推动；微观层面，企业自身对并购交易也抱有迫切需求——有的希望借此实现 战略布局、扩大规模或推动转型，有的上市公司着眼于市值管理，部分央企也在积极探索通 ...

Group 1 - Danaher is recognized as a "king of mergers and acquisitions" with a remarkable track record of 400 acquisitions and a return of 1800 times over 40 years [2] - The company has evolved from a real estate trust to a diversified global corporation, focusing on healthcare and achieving a market value exceeding $200 billion [5][6] - Danaher has consistently outperformed major competitors, including Berkshire Hathaway, in stock performance over the past 40 years, delivering nearly 100,000% total shareholder return since its inception [9][8] Group 2 - The company has completed approximately 400 acquisitions, spending around $90 billion, and has created significant shareholder value, estimated at $250 billion when including spun-off companies [11][12] - Danaher’s operational management system, known as DBS, has been instrumental in enhancing the performance of acquired companies, leading to substantial improvements in profit margins [14][15] - The company has a strong track record of developing CEOs, with many former executives taking leadership roles in other major corporations [17][19] Group 3 - Danaher’s business model is characterized as a combination of a long-term acquisition fund and a management consulting firm, continuously evolving its business portfolio [22][23] - The company has strategically shifted its business focus over the decades, with significant changes in revenue composition, particularly towards life sciences and diagnostics [25][26] - Financial metrics have shown consistent improvement, with revenue growing from under $1 billion in 1990 to approximately $31.5 billion in 2022, reflecting a compound annual growth rate of about 12% [27][28]

湖北国资在A股市场上的"扫货"节奏持续加速。 智通财经创投通-执中数据显示，到2024年年底，湖北国资旗下已拥有14家上市公司，其中8家在近五年 通过收购纳入旗下。 湖北国资的并购浪潮始于2023年。当年，湖北省属国企通过增资扩股、并购重组等方式，取得天风证 券、双环科技、ST明诚3家上市公司的实控权，使省属国有控股上市公司增至11家，总市值从300亿规 模跃升至800亿规模。 2024年，湖北国资又连续完成对奥特佳、上海雅仕、微创光电、润农节水4家上市公司的战略收购，为 去年收购上市公司数量最多的地方国资之一。 2025年，湖北国资并购浪潮持续涌动。 长江产业集团在年初控股凯龙股份（002783.SZ）后，6月又将台基股份（300046.SZ）收入囊中。7月， 武汉国资宣布入主良品铺子（603719.SH）、山科智能(300897.SZ)。 大半年的时间里，湖北国资旗下又多了4家上市公司，覆盖半导体、民爆、消费、智慧水务等多元领 域。 湖北国资"并购凶猛" 今年6月，台基股份披露控制权拟发生变更公告，称湖北省国资委拟通过长江产业投资集团有限公司以 4.3亿元收购台基股份控制权。 今年才刚刚过半，湖北国资的并 ...